Vectrus, Inc. Sample Contracts

CREDIT AGREEMENT dated as of September 17, 2014, among VECTRUS, INC., EXELIS SYSTEMS CORPORATION, as the Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, SUNTRUST...
Credit Agreement • September 19th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

CREDIT AGREEMENT dated as of September 17, 2014 (this “Agreement”), among VECTRUS, INC., an Indiana corporation, EXELIS SYSTEMS CORPORATION, a Delaware corporation, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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Contract
Credit Agreement • March 2nd, 2023 • V2X, Inc. • Services-facilities support management services • New York
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • October 4th, 2023 • V2X, Inc. • Services-facilities support management services • New York

This FIRST LIEN CREDIT AGREEMENT is entered into as of December 6, 2021, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (the “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent.

DIRECTOR’S INDEMNIFICATION AGREEMENT
Director’s Indemnification Agreement • August 19th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana

WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;

TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS
Transitional Trademark License Agreement - Vectrus • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Virginia

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS (this “Agreement”) dated [ ], 2014 by and between EXELIS INC., an Indiana corporation (“EXELIS”) and VECTRUS, INC., an Indiana corporation (“Vectrus”; and together with EXELIS, the “Parties”, and each individually a “Party”) shall become effective as of the Distribution Date.

REGISTRATION RIGHTS AGREEMENT by and among VERTEX AEROSPACE HOLDCO LLC the Persons listed on Schedule A hereto under the heading MANAGEMENT, ALLY COMMERCIAL FINANCE, LLC and VECTRUS, INC. Dated as of July 5, 2022
Registration Rights Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Delaware

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”) is made as of July 5, 2022, by and among Vectrus, Inc., an Indiana corporation (the “Company”), and Vertex Aerospace Holdco LLC (“AIP”), the Persons listed on Schedule A hereto under the heading Management (“Management”) and Ally Commercial Finance, LLC (“Ally”).

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Virginia

This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) dated [ ], 2014 by and among EXELIS INC., an Indiana corporation (“Exelis”), and VECTRUS, INC., an Indiana corporation (“Vectrus”, Exelis and Vectrus, each a “Party”) shall become effective as of the Distribution Date.

VECTRUS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Omnibus Incentive Plan • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the [Effective_Date], by and between Vectrus, Inc. (the “Company”) and [Grantee_Name] (the “Optionee”), WITNESSETH:

TAX MATTERS AGREEMENT
Tax Matters Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Indiana

This TAX MATTERS AGREEMENT is dated as of [—], 2014, by and among Exelis Inc., an Indiana corporation (“Exelis”), Vectrus, Inc., an Indiana corporation (“Vectrus” and, together with Exelis, the “Parties”, and each individually, a “Party”), Exelis Systems Corporation, a Delaware corporation (“Systems”) (solely for the purposes of Section 4.5(b) and (c)) and Exelis Holdings Inc., a Delaware corporation (“Holdings”) (solely for the purposes of Section 4.5(c)).

EMPLOYEE MATTERS AGREEMENT by and between EXELIS INC. and VECTRUS, INC. dated as of
Employee Matters Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Indiana

THIS EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2014, is entered into by and between Exelis Inc. (“Exelis”), and Vectrus, Inc. (“Vectrus”). Exelis and Vectrus are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the «Effective_Date», by and between Vectrus, Inc. (the “Company”) and «Grantee_Name» (the “Grantee”), WITNESSETH:

SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana

THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 5, 2022, is made by and among Vectrus, Inc., an Indiana corporation (the “Company”), and the shareholders of the Company who are or become signatories hereto (each, a “Shareholder” and, collectively, the “Shareholders”).

VECTRUS, INC. RESTRICTED STOCK UNIT AGREEMENT
Omnibus Incentive Plan • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the «Effective_Date», by and between Vectrus, Inc. (the “Company”) and «Grantee_Name» (the “Grantee”), WITNESSETH:

SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement and Release of Claims • May 9th, 2023 • V2X, Inc. • Services-facilities support management services • Virginia

This Separation Agreement and Release of Claims (“Agreement”) is made by and between Richard Mendoza (“Mr. Mendoza”), and V2X, Inc. (“V2X”).

Contract
Agreement and Plan of Merger • March 7th, 2022 • Vectrus, Inc. • Services-facilities support management services • Delaware
VECTRUS, INC. TSR AWARD AGREEMENT
Omnibus Incentive Plan • March 5th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the day of , 20XX, by and between Vectrus, Inc. (the “Company”) and name (the “Participant” or “Executive”), WITNESSETH:

SECOND AMENDMENT AND RESTATEMENT OF THE V2X, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Non-employee Director
Restricted Stock Unit Award Agreement • August 8th, 2023 • V2X, Inc. • Services-facilities support management services • New York

V2X, INC. (the “Company”) grants to the Director named below, in accordance with the terms of the Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:

STOCK PURCHASE AGREEMENT by and among R&R ENTERPRISES, INC. “SELLER” SENTEL CORPORATION, “ACQUIRED COMPANY” VECTRUS SYSTEMS CORPORATION, “PURCHASER” and RUSSELL T. WRIGHT “SELLER SHAREHOLDER” January 23, 2018
Stock Purchase Agreement • January 23rd, 2018 • Vectrus, Inc. • Services-facilities support management services • Virginia

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 23, 2018, is made by and among Vectrus Systems Corporation, a Delaware corporation (the "Purchaser"), SENTEL Corporation, a Virginia corporation (the "Acquired Company"), R&R Enterprises, Inc., a Delaware corporation (the "Seller"), and Russell T. Wright (“Seller Shareholder”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.

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ABL CREDIT AGREEMENT Conformed through First Amendment to ABL Credit Agreement, dated as of May 17, 2019, Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, Third Amendment to ABL Credit Agreement, dated as of December 6, 2021 and...
Abl Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York

This ABL CREDIT AGREEMENT is entered into as of June 29, 2018, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (“Vertex”, and collectively with each other Person joined hereto as a borrower from time to time, the “Borrowers” and each, a “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), each Person party hereto as a lender from time to time (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, ROYAL BANK OF CANADA (in its individual capacity, “RBC”) as a Joint Lead Arranger, Joint Bookrunner and L/C Issuer, and ALLY BANK, a Utah state bank (in its individual capacity, “Ally”), as Administrative Agent, Collateral Agent, Swingline Lender and a Joint Lead Arranger and Joint Bookrunner.

VECTRUS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Management Director
Restricted Stock Unit Award Agreement • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

Vectrus, Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Vectrus, Inc. 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:

EARLY RETIREMENT AGREEMENT AND COMPLETE RELEASE OF LIABILITY
Early Retirement Agreement • July 10th, 2015 • Vectrus, Inc. • Services-facilities support management services • Colorado

THEODORE R. WRIGHT and VECTRUS, INC. have reached the following Agreement. In this Agreement, "Employee" refers to THEODORE R. WRIGHT and "Company" refers to VECTRUS, INC. and its affiliates, and subsidiaries.

Contract
Material Definitive Agreement • March 8th, 2022 • Vectrus, Inc. • Services-facilities support management services
RESTRICTED STOCK UNIT AGREEMENT (TSR Replacement Grant)
Omnibus Incentive Plan • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the 10th day of October, 2014, by and between Vectrus, Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:

VECTRUS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Management Director
Restricted Stock Unit Award Agreement • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

Vectrus, Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Vectrus, Inc. 2014 Omnibus Incentive Plan, as amended and restated (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:

V2X, INC. SPECIAL PERFORMANCE STOCK UNIT – 2023 STOCK PRICE AWARD AGREEMENT
Special Performance Stock Unit – 2023 Stock Price Award Agreement • May 9th, 2023 • V2X, Inc. • Services-facilities support management services • Virginia

THIS AGREEMENT (the “Agreement”), effective as of ###GRANT_DATE###, by and between V2X, Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant” or “Executive”), WITNESSETH:

SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement and Release of Claims • March 5th, 2024 • V2X, Inc. • Services-facilities support management services • Virginia

WHEREAS, Ms. Lynch's employment ended with V2X effective September 28, 2023; and WHEREAS, Ms. Lynch and V2X desire to settle fully and finally, without admission of

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made effective as of July 5, 2022, by and between Vectrus, Inc., an Indiana corporation (the “Company”), and AIP, LLC, a Delaware limited liability company (“AIP”).

VECTRUS, INC. 2014 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Stock Settled)
Restricted Stock Unit Agreement • March 2nd, 2023 • V2X, Inc. • Services-facilities support management services • New York

WHEREAS, in connection with the consummation of the transactions contemplated by that Agreement and Plan of Merger by and among the Company, Vertex and the other parties thereto, dated as of March 7, 2022 (the “Merger Agreement”), the Option was cancelled as of the First Effective Time (as defined in the Merger Agreement) and in exchange therefor, the Grantee will receive in consideration Restricted Stock Units pursuant to this Agreement.

SECOND LIEN CREDIT AGREEMENT Dated as of December 6, 2021 among VERTEX AEROSPACE SERVICES CORP., as the Borrower, VERTEX AEROSPACE INTERMEDIATE LLC, as Holdings, THE LENDERS PARTY HERETO, and ROYAL BANK OF CANADA, as Administrative Agent and...
Second Lien Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York

This SECOND LIEN CREDIT AGREEMENT is entered into as of December 6, 2021, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (the “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”) and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent.

Contract
Credit Agreement • April 20th, 2016 • Vectrus, Inc. • Services-facilities support management services • New York
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